Business Proposal Extract

Business Proposal Extract

Client Name:   Service Provider Name:

Proposal Reference Number:   Date of Extract:

RECITALS

WHEREAS, Client Name: seeks certain goods and/or services and has requested a formal proposal extract summarizing the material terms of the proposed engagement; and

WHEREAS, Service Provider Name: represents that it possesses the experience, personnel and capability to provide the described goods and/or services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth in this Business Proposal Extract the key elements of the proposed engagement for the purposes of negotiation and acceptance, subject to execution of a definitive agreement when required.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (not inclusive of applicable taxes): $

Invoices to be submitted to:

Late Payment: Amounts unpaid after days shall accrue a late fee of on the outstanding balance, calculated monthly and compounded where permitted by law.

TERM AND TERMINATION

Commencement Date:   Termination Date/Anticipated Completion:

Either party may terminate this engagement for convenience upon providing days' prior written notice. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within days following receipt of detailed notice of breach.

Upon termination, Service Provider will invoice Client for work performed through the effective date of termination. Client shall pay all undisputed amounts within the payment terms specified above.

CONFIDENTIALITY

For the purposes of this Proposal Extract, "Confidential Information" means non-public information disclosed by either party in writing, orally, or by inspection, including but not limited to business plans, pricing, technical data, trade secrets, and customer information. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to evaluate and perform the services described herein; and (c) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained in this document.

Confidentiality obligations do not extend to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

Such confidentiality obligations shall survive termination or expiration of this extract for a period of years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

This Business Proposal Extract and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT; AMENDMENT

This extract sets forth the principal commercial terms of the proposed engagement. Except where the parties execute a separate definitive agreement that expressly supersedes this extract, these terms shall constitute the entire understanding between the parties with respect to the subject matter herein and supersede all prior representations and proposals. Any modification or waiver of the terms contained in this extract must be in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this extract without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this extract is held invalid or unenforceable, the remaining provisions will remain in full force and effect to the fullest extent permitted by law.

Counterparts: This extract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of executed signature pages by electronic transmission shall be effective to bind the parties.

ACCEPTANCE

The undersigned parties represent and warrant that they are authorized to execute this Business Proposal Extract on behalf of the parties they represent and that the terms set forth above reflect the agreed material terms of the proposed engagement.

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